What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-24 · 88 added, 51 removed, 127 unchanged (52% of the section changed)

1 unchanged sentence

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an e valuation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

3 unchanged sentences

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We completed the implementation of a new Enterprise Resource Planning (“ERP") system during the fiscal year ended December 25, 2019.

As a result, we modified and removed certain existing internal controls as well as implemented new controls and procedures impacted by the implementation of the new ERP system.

We continued to monitor and evaluate the operating effectiveness of the related controls through the remainder of the fiscal year.

With the exception of those controls modified, removed or implemented as a result of the new ERP system, there were no other changes to our internal controls over financial reporting during the fiscal year ending December 25, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

3 unchanged sentences

Directors, Executive Officers and Corporate Governance.

The information required by this item with respect to our directors is incorporated by reference to the sections entitled “Nominees for Election as Class II Directors” and "Continuing Directors" in our Proxy Statement to be filed in connection with our 2020 Annual Meeting of Shareholders (the “Proxy Statement”).

The information required by this item with respect to our directors is incorporated by reference to the sections entitled “Nominees for Election as Class III Directors” and "Continuing Directors" in our Proxy Statement to be filed in connection with our 2021 Annual Meeting of Shareholders (the “Proxy Statement”).

The information required by this item with respect to our Code of Business Conduct and Audit Committee (including our “audit committee financial expert”) is incorporated by reference to the sections entitled “Code of Ethics” and “Audit Committee Report.”

2 unchanged sentences

Executive Compensation.

The information required by this item with respect to director and executive officer compensation is incorporated by reference to the section entitled “Executive Compensation” in our Proxy Statement.

The information required by this item with respect to director and executive officer compensation is incorporated by reference to the section entitled “Compensation Discussion and Analysis” in our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

2 unchanged sentences

The following table provides information about our compensation plans under which our Class A common stock is authorized for issuance, as of December 30, 2020:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuances under equity compensation plans (2)

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuances under equity compensation plans (2)

Equity compensation plans approved by security holders (1)

489,024 $ 21.83 3,115,614

(1) Includes awards granted and available to be granted under our 2015 Incentive Award Plan.

9 unchanged sentences

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this report:

(a) The following documents are filed as part of this report:

(1) Financial Statements

16 unchanged sentences

EXHIBIT INDEX

Incorporated by Reference

Exhibit Description

Incorporated by Reference Filed

Exhibit Description Form Exhibit Filing Date

Amended and Restated Certificate of Incorporation of Shake Shack Inc., effective February 4, 2015

8-K 3.1 2/10/2015

Second Amended and Restated Bylaws of Shake Shack Inc., dated October 1, 2019

8-K 3.1 10/4/2019

Form of Class A Common Stock Certificate

S-1/A 4.1 1/28/2015

Description of Securities

Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, dated February 4, 2015 by and among SSE Holdings, LLC and its Members

8-K 10.3 2/10/2015

Amendment No.

1 to Third Amended and Restated Limited Liability Company Agreement of SSE Holding, LLC, dated March 7, 2016, but effective as of February 4, 2015

1 to Third Amended and Restated Limited Liability Company Agreement of SSE Holding s , LLC, dated March 7, 2016, but effective as of February 4, 2015

POSAM 10.1.1 3/10/2016

Amendment No.

2 to Third Amended and Restated Limited Liability Company Agreement of SSE Holding, LLC, dated February 6, 2017

2 to Third Amended and Restated Limited Liability Company Agreement of SSE Holding s , LLC, dated February 6, 2017

10-K 10.1.2 3/13/2017

Amendment No.

3 to Third Amended and Restated Limited Liability Company Agreement of SSE Holdings, LLC, dated March 31, 2020

10-Q 10.1 7/31/2020

Amended and Restated Management Services Agreement, effective as of January 15, 2015, by and between SSE Holdings, LLC and USHG, LLC

S-1 10.13 12/29/2014

Tax Receivable Agreement, dated February 4, 2015, by and among Shake Shack Inc., SSE Holdings, LLC and each of the Members from time to time party thereto

8-K 10.1 2/10/2015

Registration Rights Agreement, dated February 4, 2015, by and among Shake Shack Inc.

and each other person identified on the schedule of investors attached thereto

8-K 10.2 2/10/2015

Amendment No.

1 to Registration Rights Agreement, dated and effective as of October 8, 2015, by and among Shake Shack Inc., the Continuing SSE Equity Owners and affiliates of the Former SSE Equity Owners

10-Q 10.2 11/6/2015

Stockholders Agreement, dated February 4, 2015, by and among Shake Shack Inc., SSE Holdings, LLC, and the persons and entities listed on the schedules attached thereto

8-K 10.4 2/10/2015

Amendment No.

1 to Stockholders Agreement, dated and effective as of October 8, 2015, by and among Shake Shack Inc., SSE Holdings, LLC, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders

10-Q 10.1 11/6/2015

Amendment No.

2 to Stockholders Agreement, dated and effective as of May 11, 2017, by and among Shake Shack Inc., SSE Holdings, LLC, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders

10-Q 10.2 8/4/2017

Amendment No.

3 to Stockholders Agreement, dated and effective as of October 16, 2018, by and among Shake Shack Inc., SSE Holdings, LLC, the Meyer Stockholders, the LPG Stockholders and the SEG Stockholders

10-K 10.5.3 2/25/2019

Form of Indemnification Agreement entered into between Shake Shack Inc.

and each of its directors and officers, effective February 4, 2015

S-1/A 10.21 1/20/2015

† Shake Shack Inc.

2015 Incentive Award Plan

S-8 4.4 1/30/2015

† Amendment No.

1 unchanged sentence

2015 Incentive Award Plan, dated April 26, 2016

10-Q 10.1 5/16/2016

† Amendment No.

1 unchanged sentence

2015 Incentive Award Plan, dated February 5, 2019

10-Q 10.1 5/6/2019

† Form of Employee Option Agreement under the Shake Shack Inc.

2015 Incentive Award Plan, as amended

S-1/A 10.19 1/20/2015

† Form of Director Option Agreement under the Shake Shack Inc.

2015 Incentive Award Plan, as amended

Form of Performance Stock Unit Award Agreement under the Shake Shack Inc., 2015 Incentive Award Plan, as amended

S-1/A 10.20 1/20/2015

Shake Shack Inc.

Form 10-K | 131

Incorporated by Reference

Exhibit Description

Incorporated by Reference Filed

Exhibit Description Form Exhibit Filing Date

† Form of Performance Stock Unit Award Agreement under the Shake Shack Inc., 2015 Incentive Award Plan, as amended

10-Q 10.2 5/16/2016

† Form of Supplement to Performance Stock Unit Award Agreement under the Shake Shack Inc.

2015 Incentive Award Plan, as amended

10-Q 10.3 5/16/2016

† Form of Employee Restricted Stock Unit Award Agreement under the Shake Shack Inc.

2015 Incentive Award Plan as amended

10-K 10.9.6 2/25/2019

† Form of Employee Restricted Stock Unit Award Supplement under the Shake Shack Inc.

2015 Incentive Award Plan as amended

10-K 10.9.7 2/25/2019

† Form of Director Restricted Stock Unit Award Agreement under the Shake Shack Inc.

2015 Incentive Award Plan as amended

10-K 10.9.8 2/25/2019

† 2015 Senior Executive Bonus Plan

S-1 10.12 12/29/2014

† Amended and Restated Employment Agreement, effective January 5, 2017, by and among Zach Koff, Shake Shack Inc.

and SSE Holdings, LLC

8-K 10.1 1/5/2017

† Employment Agreement, dated April 28, 2017, but effective as of a date to be agreed upon by the parties, no later than July 31, 2017, by and among Tara Comonte, Shake Shack Inc.

and SSE Holdings, LLC

8-K 10.1 5/1/2017

† Amended and Restated Employment Agreement, effective October 25, 2018, by and among Shake Shack Inc., SSE Holdings, LLC and Randy Garutti

8-K 10.1 10/26/2018

† Non-Employee Director Compensation Policy

10-K 10.19 2/26/2018

† Amended & Restated Non-Employee Director Compensation Policy, dated May 19, 2016

10-K 10.19.1 2/26/2018

† Second Amended & Restated Non-Employee Director Compensation Policy, dated March 17, 2017

10-K 10.19.2 2/26/2018

Credit Agreement, dated as of August 2, 2019, by and among SSE Holdings, LLC, the Guarantors party thereto, the Lenders referred to therein and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender

8-K 10.1 8/5/2019

First Amendment to Credit Agreement, dated as of May 4, 2020, by and among SSE Holdings, LLC, the Guarantors party thereto, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

10-Q 10.3 5/4/2020

Security and Pledge Agreement, dated as of August 2, 2019, by and among SSE Holdings, LLC, the other Obligors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

10-Q 10.2 11/4/2019

Distribution Agreement, dated April 17, 2020, by and between Shake Shack Inc., J.P.

Morgan Securities LLC, BofA Securities, Inc.

and Wells Fargo Securities LLC

8-K 1.1 4/17/2020

Underwriting Agreement, dated April 17, 2020, by and between the Company and J.P.

Morgan Securities LLC

8-K 1.1 4/21/2020

Letter Agreement, dated June 18, 2020, by and between Tristan Walker and Shake Shack Inc.

8-K 1.1 6/18/2020

Subsidiaries of Shake Shack Inc.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document *

101.SCH XBRL Taxonomy Extension Schema Document *

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF XBRL Taxonomy Extension Definition Linkbase Document *

Shake Shack Inc.

Form 10-K | 132

Incorporated by Reference Filed

Exhibit Description Form Exhibit Filing Date

101.LAB XBRL Taxonomy Extension Label Linkbase Document *

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

6 unchanged sentences

/s/ Tara Comonte

February 24, 2020

President and Chief Financial Officer

February 26, 2021 President and Chief Financial Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 24, 2020

/s/ Randy Garutti

Chief Executive Officer and Director

Randy Garutti

(Principal Executive Officer)

/s/ Tara Comonte

President and Chief Financial Officer

February 24, 2020

(Principal Financial and Accounting Officer)

/s/ Daniel Meyer

Chairman of the Board of Directors

February 24, 2020

/s/ Sumaiya Balbale

Signature Title Date

February 26, 2021

/s/ Randy Garutti Chief Executive Officer and Director

Randy Garutti (Principal Executive Officer)

/s/ Tara Comonte President and Chief Financial Officer February 26, 2021

Tara Comonte (Principal Financial and Accounting Officer)

/s/ Daniel Meyer Chairman of the Board of Directors February 26, 2021

/s/ Sumaiya Balbale Director February 26, 2021

Sumaiya Balbale

/s/ Anna Fieler

February 24, 2020

/s/ Jeff Flug

February 24, 2020

/s/ Jenna Lyons

February 24, 2020

/s/ Joshua Silverman

February 24, 2020

/s/ Anna Fieler Director February 26, 2021

/s/ Jeff Flug Director February 26, 2021

/s/ Jenna Lyons Director February 26, 2021

/s/ Joshua Silverman Director February 26, 2021

Joshua Silverman

/s/ Jonathan D.

February 24, 2020

/s/ Robert Vivian

February 24, 2020

Sokoloff Director February 26, 2021

/s/ Robert Vivian Director February 26, 2021

Robert Vivian

/s/ Tristan Walker Director February 26, 2021

Tristan Walker

Shake Shack Inc.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures